Terms & Conditions

(As of January 2017)

Provider

Pay with a Tweet is an online service provided by aklamio GmbH, Hagelberger Str. 11, 10965 Berlin ("aklamio"), which among others can be accessed via the domain(s) www.paywithatweet.com,www.paywithapost.de (“Pay with a Tweet”). aklamio provides Pay with a Tweet on the following terms and conditions.

Description of the service

Following successful registration, through Pay with a Tweet (hereinafter also referred to as the “Service”) users can market their products or content (e.g. songs, e-books, white papers or coupons – “product” or “content”). Pay with a Tweet provides these users with the possibility of creating their own campaigns (see section 5) to promote their content and virally distributing them through various social networks (e.g. Twitter, Facebook) so as to draw attention to their content. The user can provide third parties (“campaign participants”) with its product free of charge through Pay with a Tweet and receive as a consideration a post by the third party concerning that product. Friends and followers of the campaign participant will read the post and may then also share it.

In its basic version the use of the Service is free of charge. The user has the possibility of subscribing to a paid version (Business), which includes additional features (e.g. campaign statistics, design features, advertising freedom). The paid versions can be booked in accordance with the currently applicable conditions (see section 5).

Registration

In order to use Pay with a Tweet it is necessary for the user to register. Registration is carried out exclusively online. Any natural or legal person or partnership can register as a user. Natural persons must be of full age (at least 18 years old). If the registering person works for a company, he/she represents and guarantees that he/she has been granted sufficient authorisation by the company. The registering person shall provide proof of the authorisation to aklamio at its request.

The user is obliged to provide complete and accurate information during the registration process and/or immediately appropriately update the recorded data later in the event of changes (e.g. in the event of a change in its (company) name or contact details). If the user fails to fulfill these obligations, aklamio shall have the right to refuse the registration or prohibit further use and terminate the contract by way of extraordinary termination.

For the registration, the user must enter its full given name and surname and a valid e mail address. When booking paid versions (see section 5) it must also enter its address and a password selected by it. For security reasons, the password should consist of at least eight characters and contain both letters, numbers and special characters. It is recommended that the user change its password at regular intervals.

Before submitting the registration, the user can change or view its data at any time. However, the registration can only be submitted and transmitted if the user accepts these contractual terms and conditions and our privacy notice by clicking on “I have read the Terms of service and accept them.”.

By completing the registration process, the user submits an offer to aklamio to enter into an agreement based on these terms and conditions. After successful registration, aklamio will send the user a confirmation e-mail. The purpose of the e-mail is to prevent misuse and it does not constitute acceptance of the user’s offer. aklamio can accept the user’s offer through the provision of the Service. Only through such acceptance an agreement between the user and aklamio regarding the use of the Service becomes effective. aklamio can refuse registration at any time without giving reasons and is not obliged to accept an agreement. aklamio also reserves the right to refuse the user registration if it has previously breached these terms and conditions, and particularly following termination in accordance with section 15.3.

The registration can also be carried out directly as part of the creation of a campaign. The confirmation e-mail will then contain a temporary password with which the user can log in in combination with the e-mail address specified by it. For security reasons, after the first log in the user should replace the temporary password with a password selected by it. Besides the above provisions apply accordingly.

Registered users are only authorized to use the Service exclusively for their own benefit, i.e. in particular to only market own content for their own purposes with campaigns. For example, a service provider (e.g. advertising company) being a registered user is not allowed to create and run campaigns for the benefit of its customers or business partners. These limitations do not apply if and to the extent aklamio gave its prior written consent for such a use of the Service. aklamio has the right to interrupt or suspend the Service if it has sufficient grounds for suspecting a breach of the abovementioned prohibition to use the Service for the benefit of a third party. aklamio shall immediately notify the user of any such interruption or suspension and give it the opportunity to demonstrate the lawfulness of the campaign and, if necessary, provide sufficient evidence to that extent if doubts continue to exist. Any further rights of aklamio, in particular according to section 15.3, remain unaffected.

Campaigns

As a first step, the user can create a Pay with a Tweet button so that third parties can participate in its campaign. To do this, it must provide the following information:

social networks through which the future campaign participants are to carry out posts;

post text (text with a max. 110 characters that the campaign participants can post and also later edit. The text applies for all networks which can be used for the payment);

Pay with a Tweet reserves the right to reject Tweet texts, which obviously violate the requirements of these T&C (e.g. unlawful content, see section 8.2). Pay with a Tweet has no obligation to review the texts.

The user is solely responsible for the content of the text of the post.

the user’s website URL to which the Pay with a Tweet button should direct users;

product name/designation of the offered content;

product URL (URL for the file, website etc. that the user wants to provide in return for a third party’s post);

maximum number of posts (optional)

effective/expiry date of the button (optional)

After successfully creating the Pay with a Tweet button, the user can integrate it into its website, e-mails or other services. Campaign participants can then access the offered content if they submit a post regarding the content content in return.

The user is responsible itself for the presentation and marketing of its content. In particular, aklamio cannot guarantee any positive outcome of campaigns, such as a certain number of posts or other parameters. aklamio can provide no guarantee for the permanent availability of all the social networks available to choose from.

There is no protection against competitors, i.e. the user cannot demand that another user which offers the same or similar content not be permitted to use the Service or only be permitted to use it to a limited extent.

The user warrants that it holds the rights to all the content made available through the Service that are necessary for the performance of the contract. This particularly applies to any necessary agreements with collecting societies (e.g. GEMA). The user also warrants that its content does not contain any content such as referred to in section 8.2. The user warrants that if, in provided products or content, content of third parties is also advertised or referred to over which the user has no influence, it has effectively contractually obligated the third parties to comply with the above-mentioned standards. Otherwise, the user shall have to accept responsibility for that content with respect to aklamio.

Section 4.5 applies accordingly with regard to the Internet or online presence of the user or the Internet or online presence of third parties to which its provided content refers or to which it leads, e.g. via a hyperlink.

aklamio has no obligation to review the content of the user or third parties or content which is referred to. This particularly applies to its legal permissibility and correctness.

The user must immediately report any legal infringements of which it is notified by e mail to info@paywithatweet.com

aklamio can refuse to carry out a campaign if, in its justified opinion, it violates applicable laws, applicable case-law, official or court orders, a cease-and-desist declaration made by aklamio or rights of third parties or if publication is unreasonable for aklamio due to the content or origin or for technical reasons.

aklamio has the right to interrupt the execution of campaigns (also temporarily) if it has a justified suspicion that the conditions set out in section 4.9 above are fulfilled, particularly in the event that a third party asserts a claim regarding an infringement of its rights which is not obviously unjustified, for example if a warning has already been issued in a similar case or if investigations are initiated by governmental authorities. The same applies in the event that the user subsequently makes changes to the content provided by it which lead or may lead to a violation under section 4.9. aklamio shall immediately notify the user of any such interruption and give it the opportunity to demonstrate the lawfulness of the campaign and, if necessary, provide sufficient evidence to that effect if doubts continue to exist.

If a campaign is rejected or interrupted in accordance with the above paragraphs, if the user has booked paid services it shall nevertheless have to pay the agreed remuneration, unless:

it is not responsible for the rejection or interruption of the campaign;

in the event of a rejection or interruption the user can provide sufficient proof that the campaign being the subject of the complaint was lawful and there were therefore no grounds for the rejection or interruption by aklamio.

Paid versions

Registered users have the possibility of subscribing to the paid version of the Service (Business version) at the currently applicable prices through the website of the Service or converting the free version into such versions. In the Business versions further features of the Service can be used. The currently applicable terms and conditions for the different versions are specified in the current Pay with a Tweet offers.

The booking is carried out online through the Pay with a Tweet website. The user can opt for one of the paid services. Through the “buy” button the user submits a binding offer to order the selected version. Section 3.3 par. 2 applies accordingly.

aklamio will then send the user an automatic booking confirmation by e-mail, in which the user’s order is specified again and which the user can save or print out. The automatic booking confirmation only documents the fact that aklamio has received the customer’s order and does not constitute acceptance of the offer. The contract only becomes effective upon the provision of the booked version by aklamio.

Also with regard to paid services aklamio cannot guarantee any positive outcome of campaigns, such as a certain number of posts or other parameters. With regard to the individual functions of the Service (e.g. statistics), due to technical circumstances no guarantee can be provided for their accuracy or completeness.

For full use of all functionalities it is necessary to use the most up to date version of a web-browser. In most cases older web-browser can also be used. If, due to fact that the user’s system does not fulfill the requirements, a correct and timely beginning or development of the campaign is not possible, the user’s payment obligations will not be affected, unless it is not responsible for this.

Technical support (Business version)

The Business version includes technical support for the user, i.e. assistance in the implementation of the campaign(s). The support service can be reached by e-mail from Monday to Friday from 8.00am to 5.00pm.

Campaign Duration

The duration of the campaigns will initially be based on the information provided by the user when it creates the campaign (effective/expiry date of the button, see section 4.1). If the user has not specified a duration, the campaign will run until the user stops or deletes it.

If an upgrade expires, the campaigns will for the time being continue to run in the basic version of the Service. If the user then has more than the maximum number of active campaigns envisaged in the free version, it will be able to pause active campaigns but not re-activate them as long as the maximum number of active campaigns is reached or exceeded.

aklamio has the right to discontinue campaigns in the free version without a notification, i.e. also in the situation referred to in section 6.2, after six months have elapsed from the creation of the campaign.

Payment terms

The prices for paid versions of the Service are specified exclusively in US dollars (USD) and will be settled in USD through the provided payment systems (see section 7.2), where applicable at the conversion/exchange rate specified therein. aklamio has no influence on the respective conversion rate.

All prices specified on the Pay with a Tweet website should be understood as being exclusive of the currently applicable statutory VAT, unless specified otherwise.

The user can only make payments through the payment systems provided by Pay with a Tweet (e.g. credit card). It must comply at its own responsibility with the current contractual terms and conditions of use of the payment service provider.

Payment for paid versions (see section 5) shall be due in advance immediately after their provision or the receipt of the booking confirmation, regardless of the respective duration.

User's obligations

The user shall be obliged to keep its registration data, particularly the password, strictly confidential and refrain from making it available to any third parties.

If there is a suspicion or if it is known that a third party has accessed the registration data, aklamio must be immediately notified to that effect by e-mail at info@paywithatweet.com. If the access data of another user is accessed, it is prohibited to log in with that registration data even if that user gives its permission.

The user shall be liable for all negligent caused damages which arise due to misuse of its registration data up to the time when aklamio is notified.

It is strictly prohibited to publish or send content which violates applicable laws or enables or promotes legal infringements using the services of Pay with a Tweet.

In particular, it is strictly prohibited to:

set up links to third-party websites/URLs without proper authorisation;

offer or upload content where that content or its provision violate the provisions of the German Act on Unfair Competition (Gesetz gegen den unlauteren Wettbewerb);

offer or upload content which is graphically violent, glorifies violence, is sexist, pornographic or racistor is otherwise unlawful;

send spam;

upload or send data which could cause damages to Pay with a Tweet or third parties (e.g. viruses, Trojan horses); or

offer or upload content which promotes commercial or financial interests other than those contractually described or the interests of a third party.

The user is solely responsible for advertising measures using the Service. It warrants that in its use of the Service it will comply with all statutory requirements, particularly those of data protection law and competition law, as well as contractual requirements.

This includes the obligation to leave the notice in the Tweet text indicating that the Tweet is an advertisement or ensure that this is sufficiently indicated (see section 4.1). The user undertakes to also indicate this to the campaign participants in an appropriate manner.

Through the use of appropriate protective programmes based on the state of the art of technology, the user shall ensure that the content transmitted or provided by it is free of malicious code, such as viruses or Trojan horses.

The user is responsible itself for backing up its data.

The user is obliged to properly indicate the provider of its Internet or online presence (site legal notice / Impressum) in accordance with the requirements of the German Telemedia Act (Telemediengesetz).

The user must check at its own responsibility whether it must comply, due to or as a result of the use of the Service, with any laws, regulations or other provisions of a state or country which are applicable to it and ensure that it complies with such provisions.

At its own responsibility, the user must comply with the current contractual terms and conditions and requirements of the social networks selected by it in connection with the Service.

Indemnification

The user warrants that all measures and content that fall within the scope of its duties and responsibilities in connection with the use of the Service, particularly content of third parties, does not violate any applicable laws orthird-party rights.

If, in this context, claims are nevertheless asserted against aklamio, the user shall indemnify aklamio against all third-party claims. The user shall also compensate aklamio for any damages or expenses incurred in this context. This particularly applies to compensation for the costs of a defense against the asserted claim (e.g. court costs and lawyer’s fees). The above-mentioned indemnification obligation particularly applies to violations of sections 4.5 and 4.6 (sufficient rights), 8.2 (lawful content), 8.3 (legal and contractual requirements), 8.4 (malicious code) and 8.7 (mandatory requirements of other legal systems).

aklamio shall inform the user of any assertion of such claims. The user shall support aklamio in defending against these claims to the best of its ability. If the user fails to fulfill this obligation within a reasonable time limit to be set by aklamio, aklamio shall have the right to deal with the attack by the third party according to its own reasonable discretion, taking into account the circumstances and legal situation it faces. The costs for the defense against the claims shall be borne by the user, including in the event that it subsequently turns out that the settlement of the matter is unfavorable as a result of information not provided by the user.

Rights of use

The user acknowledges that both the websites and the content of Pay with a Tweet or third parties presented and accessible on Pay with a Tweet are protected by rights for the protection of intellectual property (industrial property rights), particularly copyrights. The user does not have the right to use content of Pay with a Tweet or third parties made available within the framework of the website or, in particular, presented on the website over and above the objective of the contract, in particular to copy it, entirely or partially, store it or process it and/or pass it on, unless this is done with the explicit prior written permission of aklamio.

In particular, without the prior written consent of aklamio the user is not permitted:

to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;

to integrate or otherwise present the website and/or the Service or parts thereof (particularly content such as graphics or photographs) into/in its own or third-party Internet services through linking or framing;

to offer services on the Internet for a fee or free of charge which relate to the Pay with a Tweet website and/or the Service and which could create the false impression that through their use the third party will receive benefits or that the service is provided with the consent of or in cooperation with aklamio and/or Pay with a Tweet.

The user transfers to aklamio, with regard to all the content provided by it, the rights of use and exploitation to the extent necessary for the performance of this agreement in terms of territory, time and content. Such transfer of rights includes, in particular, the rights of reproduction, distribution, broadcast and storage, the right to enter into databases and keep available for retrieval and the right of aklamio or Pay with a Tweet to make the content publicly available themselves or through parties commissioned by aklamio to do so.

aklamio shall have the right to publish the user or individual content of its campaign(s) (e.g. Pay with a Tweet button designs) as a reference on the Pay with a Tweet web pages. That right can be revoked by the user with respect to aklamio by sending an e-mail to info@paywithatweet.com. aklamio has the right to use a suitable logo of the user free of charge. It also has the right, in connection with the use of the Service by the user, to refer to itself or Pay with a Tweet on all information materials and in connection with all measures for the further marketing of the Service, without any claims arising for the user as a result.

After successful registration, the user will be granted a simple, non-transferable right limited to the term of the usage contract to use the website of Pay with a Tweet and/or the Service for the intended use.

Information on data processing

In connection with the performance of the contractual relationship, aklamio will collect data of the user. In this context aklamio complies, in particular, with the provisions of the German Data Protection Act (Bundesdatenschutzgesetz) and the German Telemedia Act (Telemediengesetz). Without the user’s consent, aklamio will only collect, process or use inventory or use data of the user to the extent necessary for the performance of the contractual relationship and for the use and billing of telemedia.

Without the user’s consent, aklamio will not use the user’s data for the purposes of advertising, marketing research or opinion polling.

For further information on data collection, processing and use please see the privacy notice, which is available at Privacy Policy.

Liability

aklamio is not obliged to review the content and information provided by the user for its legal permissibility or correctness. The users are exclusively liable for that information.

aklamio is not liable for the content of third-party websites, for damages or other disruptions resulting from errors or incompatibility of the Service with the software or hardware of the user or for disruptions or damage resulting from the non-availability or incorrect functioning of the Internet. aklamio is also not liable for any disruptions or damage suffered by the user in connection with the distribution of the content through the social networks.

In other respects aklamio shall only be liable for compensation of damages, irrespective of the legal basis, in the event of willful misconduct, gross negligence or breaches of key contractual obligations due to minor negligence. Key contractual obligations are obligations whose fulfillment is necessary to achieve the objective of the contract.

In the event of a breach of key contractual obligations due to minor negligence, aklamio’ liability shall be limited to compensation for the foreseeable damages typical for the contract. In particular, indirect damages will not be compensated for.

The above limitations of liability do not apply to negligently caused damages resulting from an injury to life, the body or health.

If links to third-party websites are provided on the web pages of Pay with a Tweet, aklamio assumes no liability for their content. aklamio has no influence on the content of those sites and does not adopt it as its own.

Availability of the Service

aklamio endeavours to continuously develop and improve the Service. In connection with that further development or maintenance work may be carried out, with the result that for limited periods of time downtimes of the Services and/or Pay with a Tween in whole or in part may occur . The availability of Pay with a Tweet and/or the Service may also be restricted or interrupted by events outside aklamio’ sphere of influence. aklamio reserves the right to temporarily restrict access to Pay with a Tweet and/or the Service at any time, if it is necessary for the correct functioning or security of the systems or to carry out technical measures.

Amendments to these Terms

aklamio reserves the right to amend these terms and conditions from time to time without giving reasons, unless the change is unreasonable for the user. This would be the case, for example, if the change is related to an already booked paid service and the change would have detrimental effects for the user.

aklamio shall give reasonable notice of the changes to the users . These changes will be deemed to have been approved if the user fails to object to them in writing within six weeks from the receipt of the change notification (e.g. by e-mail). In the change notification aklamio will explicitly point out the right of objection and the consequence of failing to object.

Notwithstanding sections 15.1 and 15.2, aklamio may amend these terms and conditions:

if the change is only advantageous for the user;

if the change is purely technical, editorial or is attributable to a system process, unless it has significant consequences for the user;

if aklamio is obliged to make a change due to mandatory legal requirements, for example in the event of a change in the applicable legal situation;

if aklamio introduces additional services, unless the existing usage contract will be changed to the user’s detriment as a result.

aklamio shall inform the users of such amendments to its terms and conditions in an appropriate form (e.g. information on the Pay with a Tweet website).

Term / Termination

This agreement between the user and aklamio regarding the use of the Service in its free (unpaid) version has an indefinite term. It can be terminated by either Party at any time without giving reason by notice to the other Party in writing or by E-mail or by selecting the appropriate option in the account settings.

Paid versions have the term specified in the respective offer (e.g. one month / twelve months).

The right of extraordinary termination of both parties remains unaffected. In particular, aklamio shall have a right of extraordinary termination if:

despite a previous reminder and the setting of a reasonable time limit the user continues to default on due payment claims; or

the user violates one of its obligations under sections 3.6 (prohibition to use the Service for the benefit of a third party ), 8.2 (lawful content), 8.3 (legal and contractual requirements) or 8.4 (malicious code). In such a situation, the user shall not have the right to re-register.

If one of the parties terminates the contract by way of extraordinary termination, the performances already rendered by aklamio must be paid for on a pro rata basis up to the moment of termination, and at least at the price of the basic term for booked paid services, if the user is responsible for the termination. We explicitly reserve the right to assert further claims.

After the end of the contract, the user shall be obliged to immediately and finally remove from its Internet or online presence all the functions and content provided through the Service (e.g. buttons).

Final provisions

By registering, the user declares that it has read these terms and conditions and the Privacy Policy, and agrees to their applicability.

Any additional arrangements or amendments or additions to the contractual relationship must be in writing. This also applies to any waiver of this requirement of written form.

The contractual relationship with the user and all claims stemming from or related to the contract (e.g. also non-contractual claims) are subject to the laws of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods does not apply.

If the user is a merchant, a legal person under public law or a public special fund, the place of jurisdiction for all disputes between it and aklamio stemming from the contractual relationship is Berlin.

The place of performance is the location of aklamio’s registered office, Berlin.

In the event of a contradiction between different language versions of these terms and conditions and with regard to interpretation issues, the German version shall prevail.

These terms and conditions apply exclusively. Differing, contradictory or supplementary terms will only form a part of the contract if and to the extent that aklamio has explicitly agreed to their applicability in writing.